Law of Obligations Act · 2017. 3. 9. · Chapter 2 CONTRACT Division 1 General Provisions § 8. Definition of contract (1) A contract is a transaction between two or more persons

Law of Obligations Act Page 1 / 259

Issuer: RiigikoguType: actIn force from: 21.03.2016In force until: In forceTranslation published: 28.03.2016

Law of Obligations Act1

Passed 26.09.2001RT I 2001, 81, 487

Entry into force 01.07.2002

Amended by the following acts

Passed Published Entry into force05.06.2002 RT I 2002, 53, 336 01.07.2002, partially01.09.2002,

01.01.2003 and 01.07.2003consolidated text on paper RT RT I 2002, 60, 37419.11.2003 RT I 2003, 78, 523 27.12.200311.02.2004 RT I 2004, 13, 86 15.04.200422.04.2004 RT I 2004, 37, 255 01.05.200420.10.2004 RT I 2004, 75, 522 10.11.200408.12.2004 RT I 2004, 87, 593 01.01.200508.12.2004 RT I 2004, 90, 616 01.01.200515.06.2005 RT I 2005, 39, 308 01.01.200619.10.2005 RT I 2005, 61, 473 01.01.200611.10.2007 RT I 2007, 56, 375 12.12.200719.11.2008 RT I 2008, 54, 304 27.12.200810.12.2008 RT I 2008, 59, 330 01.01.200925.02.2009 RT I 2009, 18, 108 01.05.200918.11.2009 RT I 2009, 60, 395 01.07.201017.12.2009 RT I 2010, 2, 3 22.01.201028.01.2010 RT I 2010, 7, 30 26.02.201022.04.2010 RT I 2010, 22, 108 01.01.2011, enters into force on the

date which has been determinedin the Decision of the Council ofthe European Union regardingthe abrogation of the derogationestablished in respect of theRepublic of Estonia on the basisprovided for in Article 140 (2) ofthe Treaty on the Functioning of theEuropean Union, Council Decision2010/416/EU of 13.07.2010 (OJ L196, 28.07.2010, pp. 24-26).

30.09.2010 RT I 2010, 77, 590 23.02.2011, partially01.07.201117.11.2010 RT I, 06.12.2010, 1 05.04.201125.11.2010 RT I, 21.12.2010, 1 31.12.201012.01.2011 RT I, 04.02.2011, 1 05.04.201120.01.2011 RT I, 04.02.2011, 2 23.02.2011, partially05.04.2011 and

01.07.201109.06.2011 RT I, 29.06.2011, 1 30.06.201116.06.2011 RT I, 08.07.2011, 6 18.07.201114.11.2012 RT I, 03.12.2012, 1 01.05.201320.03.2013 RT I, 05.04.2013, 1 15.04.201323.05.2013 RT I, 11.06.2013, 3 01.07.201315.11.2013 RT I, 29.11.2013, 1 09.12.2013

/ 259 Law of Obligations Act

12.12.2013 RT I, 31.12.2013, 1 13.06.2014, partially 10.01.2014;the word "vendor" in Chapter 20 ofthe Act, is substituted by the word"trader" in the appropriate case form

26.03.2014 RT I, 11.04.2014, 1 01.10.201419.06.2014 RT I, 29.06.2014, 109 01.07.2014, the titles of ministers

replaced on the basis of subsection107³ (4) of the Government of theRepublic Act.

18.02.2015 RT I, 11.03.2015, 1 01.10.201518.02.2015 RT I, 12.03.2015, 5 01.07.201518.02.2015 RT I, 23.03.2015, 2 01.10.201518.02.2015 RT I, 23.03.2015, 3 01.07.201510.06.2015 RT I, 07.07.2015, 1 01.01.201623.02.2016 RT I, 11.03.2016, 1 21.03.2016, partially 01.07.2016

Part 1GENERAL PART

Chapter 1GENERAL PROVISIONS

§ 1. Application of Act

(1) The provisions of the General Part of this Act apply to all contracts specified in this Act or other Acts,including employment contracts and other multilateral transactions, contracts which are not regulated by law butare not in conflict with the content and spirit of the law, and obligations which do not arise from a contract.

(2) If a contract has the characteristics of two or more types of contract provided by law, the provisions of lawconcerning such types of contract apply simultaneously, except provisions which cannot apply simultaneously orthe application of which would be contrary to the nature or purpose of the contract.

(3) The provisions of this Act concerning contracts apply to contracts entered into by more than two parties(multilateral contract) unless they are contrary to the nature or purpose of the contract.

(4) The law may prescribe that specific rules apply to contracts or other obligations in the case a consumer or atrader is a party to an obligation.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(5) For the purposes of this Act, a consumer is a natural person who concludes a transaction not related toindependent economic or professional activities.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(6) For the purposes of this Act, a trader is a person, including a legal person in public law, who concludes atransaction which is related to independent economic or professional activities.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

§ 2. Definition of obligation

(1) An obligation is a legal relationship which gives rise to the obligation of one person (obligated person orobligor) to perform an act or omission (perform an obligation) for the benefit of another person (entitled personor obligee), and to the right of the obligee to demand that the obligor perform the obligation.

(2) The nature of an obligation may oblige the parties to the obligation to take the other party’s rights andinterests into account in a certain manner. An obligation may also be confined thereto.

§ 3. Bases for obligation

An obligation may arise from: 1) a contract; 2) unlawful damage; 3) unjustified enrichment; 4) negotiorum gestio; 5) a public promise to pay; 6) other bases provided by law.


§ 4. Imperfect obligation

(1) An imperfect obligation is an obligation which the obligor may perform but the performance of whichcannot be required by the obligee.

(2) The following are imperfect obligations: 1) an obligation arising from gambling, except for an obligation arising from gambling or a lottery organisedon the basis of a permit; 2) a moral obligation the performance of which complies with public mores; 3) an obligation assumed to secure performance of an imperfect obligation; 4) an obligation which is an imperfect obligation pursuant to law.

(3) Anything which has been delivered for an imperfect obligation to be performed shall not be reclaimed.

(4) The provisions of law concerning obligations apply to an imperfect obligation unless the application of suchprovisions is contrary to the nature of the imperfect obligation.[RT I 2004, 75, 522 - entry into force 10.11.2004]

§ 5. Principle of party autonomy of Act

Upon agreement between the parties to an obligation or contract, the parties may derogate from the provisionsof this Act unless this Act expressly provides or the nature of a provision indicates that derogation from thisAct is not permitted, or unless derogation is contrary to public order or good morals or violates the fundamentalrights of a person.

§ 6. Principle of good faith

(1) Obligees and obligors shall act in good faith in their relations with one another.

(2) Nothing arising from law, a usage or a transaction shall be applied to an obligation if it is contrary to theprinciple of good faith.

§ 7. Principle of reasonableness

(1) With regard to an obligation, reasonableness is to be judged by what persons acting in good faith wouldordinarily consider to be reasonable in the same situation.

(2) In assessing what is reasonable, the nature of the obligation, the purpose of the transaction, the usages andpractices in the fields of activity or professions involved and other circumstances shall be taken into account.

Chapter 2CONTRACT

Division 1General Provisions

§ 8. Definition of contract

(1) A contract is a transaction between two or more persons (parties) by which one party undertakes or theparties undertake to perform an act or omission.

(2) A contract is binding on the parties.

§ 9. Entry into Contract

(1) A contract is entered into by an offer being made and accepted or by the mutual exchange of declarations ofintent in any other manner if it is sufficiently clear that the parties have reached an agreement.

(2) Upon acceptance of an offer, the contract is entered into when the acceptance reaches the offeror. In thecase of acceptance by an act which is not an express declaration of intent, the contract is entered into as of theofferor becoming aware of the performance of the act unless, by virtue of the offer, practices which the partieshave established between themselves or a usage, the contract is deemed to have been entered into as of theperformance of the act.


(3) If certain terms must be agreed upon pursuant to an agreement between the parties or at the request of oneparty, the contract shall not be deemed to have been entered into until agreement has been reached on suchterms, unless otherwise provided by law.

§ 10. Entry into contract by auction

(1) In the case of an auction, a contract is deemed to have been entered into upon acceptance of the best tender.The person conducting the auction is presumed to be authorised to accept the best tender.

(2) A tenderer shall be bound by the tender thereof until a better tender is made. In the absence of a bettertender, the tenderer shall not be bound by the tender thereof if the tender is not accepted within a reasonableperiod of time as of it being made.

(3) If a tender is not followed by a better tender, the last tender shall be accepted. If several persons have madeequal tenders at the same time and such tenders are not followed by a better tender, the person conducting theauction has the right to select the best tenderer from among the participants in the auction who made equaltenders.

(4) If the terms of an auction prescribe the right of the person conducting the auction to decide on the besttender, the best tender shall be accepted by publication of the corresponding decision within the period of timeprescribed in the terms of the auction or, in the absence thereof, within a reasonable period of time. Until suchtime, persons who have made tenders shall be bound by their tenders.

§ 11. Format of contract

(1) A contract may be entered into orally, in writing or in any other form if no required format is provided forthe contract by law.

(2) If, pursuant to law or an agreement between the parties or at the request of one party, a contract must beentered into in a specific format, the contract shall not be deemed to have been entered into until the specifiedformat is given to the contract.

(3) If a contract must be entered into in a specific format, agreements on security, other accessory obligations,assignment of claims or assumption of obligations arising from the contract shall also be entered into in suchformat unless otherwise provided by law or the contract.

(4) A written contract is deemed to have been entered into when the parties have signed the contract or haveexchanged contractual documents or letters signed by both parties. The law may provide that a written contractis also deemed to have been entered into when the contract has been signed by the obligated party only.

(5) If a contract must be notarially certified or notarially authenticated, the contract is entered into as of thenotarial certification or notarial authentication of the contract. If mutual declarations of intent made for theentry into a contract are certified or authenticated separately, the contract is entered into as of certification orauthentication of the last declaration of intent.

§ 111. Durable medium

Durable medium means an instrument which enables a person to store information addressed personally tothat person in a way accessible for a period of time corresponding to the purposes of the information and whichallows the unchanged reproduction thereof.[RT I 2010, 77, 590 - entry into force 23.02.2011]

§ 12. Validity of contract

(1) The validity of a contract is not affected by the fact that, at the time of entry into the contract, performanceof the contract was impossible or one of the parties did not have the right to dispose of the thing or right whichis the object of the contract.

(2) A contract shall also be valid with regard to the universal successors of the parties.

§ 13. Amendment and termination of contract

(1) A contract may be amended or terminated on the agreement of the parties or on another basis prescribed bythe contract or law.

(2) If a contract is entered into in a specific format pursuant to an agreement between the parties, amendment ortermination of the contract need not be in such format unless the contract provides otherwise.

(3) If a contract prescribes amendment or termination of the contract in a specific format, a party cannot rely onsuch condition of the contract if the other party could infer from the party’s conduct that the party agreed to theamendment or termination of the contract in another format.


§ 14. Precontractual negotiations

(1) Persons who engage in precontractual negotiations or other preparations for entering into a contract shalltake reasonable account of one another’s interests and rights. Information exchanged by the persons in thecourse of preparation for entering into the contract shall be accurate.

(2) Persons who engage in precontractual negotiations or other preparations for entering into a contract shallinform the other party of all circumstances with regard to which the other party has, based on the purpose of thecontract, an identifiable essential interest. There is no obligation to inform the other party of such circumstancesof which the other party could not reasonably expect to be informed.

(3) If persons who engage in precontractual negotiations do not reach an agreement, no legal consequencesarise for the persons from the negotiations. A person shall not engage in negotiations in bad faith, in particular ifthe person has no real intention of entering into a contract, nor break off negotiations in bad faith.

(4) If information not subject to disclosure is submitted to a person in the course of precontractual negotiations,the person shall not disclose such information to other persons or use it in bad faith in the person’s own interestswhether or not a contract is entered into.

§ 141. Obligation to provide precontractual information in case of contracts entered into with consumers

(1) Traders engaging in precontractual negotiations or other preparations for entry into contracts withconsumers shall provide, prior to entry into the contract or making a binding offer for this purpose by theconsumer, the following information to the consumer in a manner which is clear and comprehensible for theconsumer, unless that information is not already apparent from the context: 1) the data which enable the identification of the trader, in particular the trader's business name, address of theseat and telephone number; 2) the main characteristics of the goods, service or other performance which are the object of the contract(hereinafter object of contract), to the extent appropriate to the object of the contract and the manner ofprovision of information; 3) the method of use of any data prepared and transmitted in digital form (hereinafter digital content), technicalprotective measures applied to it and compatibility thereof with any hardware and software of which the traderis aware or should be aware, if the object of the contract comprises digital content; 4) the total price of the object of contract inclusive of taxes, or where the nature of the object of the contract issuch that the price cannot reasonably be calculated in advance, the manner in which the price is to be calculated,and all additional freight, postal or other delivery costs, if the consumer has to cover these costs or where thosecosts cannot reasonably be calculated in advance, as well as information on that such additional costs may bepayable; 5) the arrangements for payment, delivery and execution of an order and the time by which the goods aredelivered, the service is provided or other acts are performed; 6) in the case of long-term contracts the duration of the contract, or if the contract is of indeterminate durationor is to be extended automatically, the conditions for terminating the contract; 7) upon provision of maintenance service of the object of contract after the performance of the contract, theexistence and the terms and conditions thereof; 8) a reminder that the consumer can rely, upon non-compliance of the object of contract with the terms andconditions of the contract, on the legal remedies provided by law; 9) upon grant of additional warranty in addition to the legal remedies provided by law, the existence and termsand conditions thereof; 10) the procedure for handling complaints implemented by the trader, if it exists.

(2) The provisions of subsection (1) of this section shall not exclude the possibility that the consumer mayhave a vital recognisable interest for the purposes of subsection 14 (2) of this Act in notification of even othercircumstances besides those specified in subsection (1) of this section.

(3) Agreements which derogate from the provisions of this section to the detriment of the consumer are void.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

§ 15. Party’s awareness of deficiencies of contract

(1) If a party has assumed the obligation to engage in preparations for the contract or to inform the other partyof circumstances relating to the preparations for the contract and the contract is void due to failure to adhereto a formality, the other party shall be compensated for the damage created due to the fact that the other partybelieved the contract to be valid.

(2) If, upon entry into a contract, one party is or should be aware of circumstances which do not constitute aviolation of formalities but render the contract void or if such circumstances are caused by the party, the partyshall compensate the other party for the damage specified in subsection (1) of this section.


(3) Compensation for damage pursuant to the provisions of subsection (2) of this section shall not be demandedif the other party was also aware or should have been aware of circumstances rendering the contract void orif the contract was rendered void due to the party’s restricted active legal capacity or the unconformity of thecontract with good morals.

(4) If a person was unaware of circumstances with legal effect due to gross negligence, it is deemed that theperson should have been aware of the circumstances.

§ 16. Offer

(1) An offer is a proposal to enter into a contract in a manner which is sufficiently defined and which indicatesthe intention of the offeror to be legally bound by the contract to be entered into if the proposal is accepted.

(2) A proposal to enter into a contract is not an offer if the person making the proposal expressly indicates thatthe person does not consider the person to be bound by the proposal or if the nature of the proposed contract orother circumstances dictate that the person making the proposal is not bound by the proposal. Such proposal isdeemed to be an invitation to make offers.

(3) A proposal which is addressed to a previously unspecified set of persons and is made by sendingadvertisements, price lists, rates, samples, catalogues or the like or by displaying goods or by offering goods orservices to a previously unspecified set of persons on a public computer network is deemed to be an invitation tomake offers, unless the person making the proposal clearly indicates that it is an offer.

§ 17. Offer with fixed term for acceptance

(1) If the term for acceptance is fixed in an offer, the offer is effective and may be accepted until the end ofsuch term. An offer is not accepted in due time if the acceptance does not reach the offeror during the term foracceptance.

(2) A term for acceptance fixed by the offeror in a letter begins to run as of the date shown in the letter. If thebeginning of the term for acceptance is not shown in the letter, the term for acceptance begins to run as of themoment the letter is posted.

(3) If an offer is made in person, by telephone or by other means of instantaneous communication, the termfor acceptance begins to run as of the moment the offer reaches the offeree unless otherwise indicated by theofferor.

§ 18. Offer without fixed term for acceptance

(1) An offer which is made in person without a fixed term for acceptance lapses if the offer is not acceptedimmediately, unless the circumstances indicate otherwise. The same applies to an offer made by telephone orother means of instantaneous communication.

(2) An offer which is not made in person and does not have a fixed term for acceptance is effective duringthe time which is ordinarily necessary for an acceptance to reach the offeror, with due account being taken ofthe circumstances relating to the entry into the contract, including the rapidity of the means of communicationselected by the offeror.

§ 19. Lapse of offer

(1) An offer lapses if it is not accepted in due time or when a rejection of the offer reaches the offeror.

(2) An offer does not lapse if the offeror, after making the offer but before an acceptance reaches the offeror,is declared to have limited active legal capacity or dies or is declared a bankrupt or the property thereof issubjected to compulsory administration, unless it may be presumed that the offeror intended for the offer tolapse in such case.

§ 20. Acceptance

(1) An acceptance is assent to enter into a contract indicated by a direct declaration of intent or by an act.

(2) Silence or inactivity is deemed to be acceptance only if so provided by law, an agreement between theparties, practices which the parties have established between themselves or a usage observed in their field ofactivity or profession.

(3) If a person whose economic or professional activities include performance of certain transactions or supplyof certain services receives an offer for the performance of such transactions or supply of such services from aperson with whom the person has continuing business relations, the person shall respond to the offer within areasonable time. In such case, silence is deemed to be acceptance.


§ 21. Modified acceptance

(1) A response to an offer which contains conditions which materially alter the conditions of the offer is arejection of the offer and also a new offer.

(2) A response which contains conditions which do not materially alter the conditions of the offer is anacceptance unless the offeror objects to the altered conditions without delay. In such case, the conditions of thecontract are the conditions of the offer with the modifications contained in the acceptance, unless some otherintention is indicated in the offer or acceptance.

(3) If an offer and the acceptance refer to conflicting standard terms or conditions, the provisions of § 40 of thisAct apply.

§ 22. Late acceptance

(1) If an acceptance does not reach the offeror in due time, the acceptance is deemed to have been sent in duetime if it has been sent in such circumstances that, if its transmission had been normal, it would have reached theofferor in due time.

(2) If an acceptance does not reach the offeror in due time because it was not sent in due time, the offeror maydeem the acceptance to have reached the offeror in due time if the offeror informs the offeree thereof withoutdelay. If the offeror does not do so, the acceptance is deemed to be a new offer.

(3) If an acceptance does not reach the offeror in due time but it is evident to the offeror that it was sent in duetime, such acceptance is deemed to be a late acceptance only if the offeror informs the offeree without delay ofthe late acceptance. If the offeror does so, the acceptance is deemed to be a new offer.

(4) If an acceptance does not reach the offeror or does not reach the offeror in due time but, pursuant to law, isdeemed to have reached the offeror in due time, the contract is deemed to have been entered into at the time theacceptance would have reached the offeror if there had been no delay.

§ 23. Obligations of parties

(1) The obligations of the parties may be set out in the contract or provided by law. The obligations of theparties may also arise from: 1) the nature and purpose of the contract; 2) any practice the parties have established between themselves; 3) any usage observed in the profession or field of activity of the parties; 4) the principles of good faith and reasonableness.

(2) A party shall co-operate with the other party as necessary to enable performance of the obligations by theother party.

§ 24. Contents of obligations of parties

(1) A party may be obligated by a contract to achieve a specific result or to do all that is reasonably possible toachieve that result.

(2) If a party is obligated to do all that is reasonably possible to achieve a result, the party is obligated tomake such efforts as reasonable persons in the same field of activity or profession would make under the samecircumstances.

(3) If a contract does not expressly indicate whether a party is obligated to achieve a specific result or to doall that is reasonably possible to achieve that result, the obligations of the party shall be determined by takingprimarily the following into account: 1) the nature and purpose of the contract; 2) the manner in which obligations are expressed in the contract; 3) the terms and conditions of the contract; 4) the probability of achieving the desired result; 5) the ability of the other party to influence the performance of the obligation.

§ 25. Usages and practices

(1) In the case of contracts entered into with respect to the economic or professional activities of the parties,the parties are bound by any usage they have agreed to apply and by any practice they have established betweenthemselves.


(2) Unless the parties agree otherwise in the case of contracts entered into with respect to their economic orprofessional activities, they are also bound by any usage which persons who enter into contracts in the samefield of activity or profession generally consider applicable and take into account, except where application ofsuch usage would be contrary to law or would be unreasonable under the circumstances.

§ 26. Terms deliberately left open

(1) When entering into a contract, the parties may leave some of the terms open with the intention of reachingan agreement on such terms in the future or leaving the terms to be determined by one party or a third party(terms deliberately left open).

(2) If the parties do not reach an agreement on a term left open or if a party or a third party does not determinethe term left open, the validity of the contract is not affected unless it can be presumed that the parties intendedotherwise.

(3) If a term left open is to be determined by a party or a third party, the term must conform to the principles ofgood faith and reasonableness.

(4) If a term left open is to be determined on the basis of circumstances independent of the party which do notexist at the time the term is to be determined, the term shall be determined on the basis of the nearest equivalentcircumstance.

(5) If a term determining the extent of a party’s obligation is left open, the other party has the right to determinethe term unless otherwise provided by an agreement between the parties or dictated by the nature of the contract.

(6) If a term is to be determined by several third parties, the consent of all of them is required to determine theterm. If an amount of money is to be determined by several third parties, the average amount determined bythem shall be taken as the term.

(7) If a term left open is to be determined by a party but the party fails to do so during the agreed period oftime or, if no such agreement exists, during a reasonable period before the time by which performance of theobligation may be required, or during a reasonable additional term established by the other party for determiningthe term left open, the right to determine the term transfers to the other party.

(8) If a term left open is to be determined by a party, the party shall determine the term by making a declarationto the other party. If a term is to be determined by a third party, the third party shall determine the term bymaking a declaration to both parties.

(9) A party may require that a term left open be determined by a court if: 1) the parties fail to reach an agreement on the term; 2) a third party fails to determine the term during the agreed period of time or, if no such agreement exists,during a reasonable period of time before the time by which performance of the obligation may be required; 3) the other party fails to determine the term left open after the right to determine the term has transferred tothe other party pursuant to the provisions of subsection (7) of this section.

(10) A court shall determine the terms left open in a contract based on the nature and purpose of the contract.

(11) A party may also require that a court determine a term left open if the term determined by the other partyor a third party does not conform to the principles of good faith and reasonableness.

§ 27. Absence of agreement on fundamental terms

(1) If the parties have not agreed or only believe that they have agreed on a fundamental term determining theirrights and obligations, the contract shall be valid if it can be presumed that the contract would have been enteredinto even without an agreement on such term.

(2) In the case specified in subsection (1) of this section, a term which is reasonable based on the circumstances,the intention of the parties, the nature and purpose of the contract and the principle of good faith applies.

§ 28. Determination of price

(1) Contracts entered into in economic or professional activities are presumed to have a price.

(2) Where a contract does not determine the price or a method for determining the price and the nature of thecontract or other circumstances do not dictate the price or the method of determining the price, the price to bepaid shall be the price generally charged at the time of the entry into the contract at the place of performance ofthe contract for the performance of such contractual obligations or, if no such price can be determined, a pricereasonable under the circumstances.


§ 281. Restrictions on claiming payment in case of contracts entered into with consumers

(1) The trader may demand, in addition to the price agreed for performance of the principal obligationconstituting the object of contract or other fee, that the consumer make additional payment for the performanceof an accessory obligation or other additional obligations only in the case the consumer has expresslyacknowledged the obligation to make such additional payment. The intention of the consumer is not deemed tohave been expressly stated if the trader uses such pre-filled selections for obtaining the consent of the consumerwhich the consumer is required to reject in order to avoid the additional payment.

(2) If a trader charges a fee from a consumer for the performance of monetary obligations arising from acontract by certain means of payment, such fees may not exceed the cost borne by the trader for the use of suchmeans of payment.

(3) If a trader allows a consumer to contact the trader for communicating messages or expressions of willrelating to a contract or in connection with other circumstances relating to the performance of the contract bycalling the phone specified by the trader, the trader may not demand that the consumer make an additionalpayment for it.

(4) Agreements which derogate from the provisions of this section to the detriment of the consumer are void.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

§ 29. Interpretation of contract

(1) A contract shall be interpreted according to the actual common intention of the parties. If such intentiondiffers from the ordinary meaning of the words used in the contract, the common intention of the partiesprevails.

(2) A contract shall not be interpreted on the basis of an incorrect denotation or expression which the partiesused due to an error or from a desire to conceal their actual intention.

(3) If one party understands a term or condition of a contract to have a particular meaning and the other partywas or should have been aware of such meaning at the time of entry into the contract, the term or condition shallbe interpreted according the understanding of the first party.

(4) If the actual common intention of the parties cannot be determined, the contract shall be interpretedaccording to the meaning that reasonable persons of the same kind as the parties would give to it in the samecircumstances.

(5) In interpreting a contract, regard shall be had, in particular, to: 1) the circumstances in which the contract was entered into, including the precontractual negotiations; 2) the interpretation which the parties have previously given to the same term or condition of the contract; 3) the conduct of the parties before and subsequent to entry into the contract; 4) the nature and purpose of the contract; 5) the meaning commonly given to terms and expressions in the field of activity or profession concerned; 6) usages and practices established between the parties.

(6) A term or condition of a contract shall be interpreted together with the other terms and conditions of thecontract and shall be given the meaning to be inferred from the nature and purpose of the whole contract.

(7) If a word or expression has several meanings, the word or expression shall be understood in the meaningwhich best conforms to the nature and purpose of the contract.

(8) In interpreting a term or condition of a contract, an interpretation which renders the term or condition lawfulor effective shall be preferred unless otherwise provided by law.

(9) Where a contract is drawn up in several languages which are equally authoritative, the interpretationaccording to the version in which the contract was originally drawn up shall be preferred if there is anydiscrepancy between the versions.

§ 30. Acknowledgement of obligation

(1) A contract in which performance of an obligation is promised in such a manner that the promise createsan independent obligation or in which the existence of an obligation is recognised is an acknowledgement ofobligation.

(2) An acknowledgement of obligation shall be made by the obligated party in writing unless otherwiseprovided by law.


(3) An acknowledgement of obligation need not be in writing if it is made on the basis of a current account or ifthe obligor acknowledges an obligation which has arisen in the course of the economic or professional activitiesthereof.

§ 31. Merger clause

(1) If parties have agreed in a written contract that the contract prescribes all of the terms of the contract(merger clause), any prior declarations of intent or agreements of the parties which are not embodied in thecontract are deemed not to form part of the contract. The prior conduct of the parties shall also not affect thecontract.

(2) If a merger clause is prescribed in standard terms, it shall be presumed that the parties intended their priordeclarations of intent, acts or agreements to be deemed not to form part of the contract.

(3) In the case of a merger clause, the prior declarations of intent of the parties may be used to interpret thecontract.

(4) If, after entering into a contract, a party indicates to the other party by a declaration of intent or by conductthat the party considers a prior declaration of intent or agreement of the parties to form part of the contract orthat the party will rely on the prior conduct of the parties, the party shall not rely on a merger clause to thisextent.

§ 32. Written confirmation

(1) If a contract is entered into with respect to the economic or professional activities of the parties but is not inwritten form and if, within a reasonable time after entry into the contract, one party sends a written document tothe other party confirming the content of the contract (written confirmation) which contains terms which do notdiffer materially from the terms agreed upon earlier or do not materially alter them, such terms shall become partof the contract unless the other party objects to them without delay after receipt of the written confirmation.

(2) The provisions of subsection (1) of this section do not apply if the party which sent the written confirmationknew or should have known that the contract had not been entered into or if the contents of the writtenconfirmation differ from the terms agreed upon earlier to such extent that the person who sent the writtenconfirmation cannot reasonably rely on the other party’s consent to the contents of the written confirmation.

§ 33. Preliminary contract

(1) A preliminary contract is an agreement under which the parties undertake to enter into a contract in thefuture under the terms agreed upon in the preliminary contract.

(2) If, pursuant to law, a contract is to be entered into in a specific format, the preliminary contract shall also beentered into in the same format.

§ 34. Consumer

[Repealed - RT I, 31.12.2013, 1 - entry into force 13.06.2014]

Division 2Standard Terms

§ 35. Definition of standard term

(1) A contract term which is drafted in advance for use in standard contracts or which the parties have notnegotiated individually for some other reason, and which the party supplying the term uses with regard to theother party who is therefore not able to influence the content of the term, is deemed to be a standard term.

(2) It is presumed that standard terms have not been negotiated individually in advance.

(3) Standard terms may be embodied in a contract or form a separate part of a contract. Standard terms maybe terms of a contract regardless of the scope of the terms, the manner in which the terms are expressed in thecontract or the form in which the contract is entered into.

(4) The general provisions for entering into contracts apply to entering into contracts with standard terms unlessotherwise provided for in this Division.

(5) Agreements which derogate from the provisions of §§ 35 to 39 or 41 to 45 of this Act to the detriment of theparty with regard to whom the standard terms were applied are void.


§ 36. Application of provisions

(1) The provisions of this Division do not apply to contracts concerning relationships under the law ofsuccession or family law or to contracts for the foundation of companies, other legal persons and civil lawpartnerships, or for the management thereof.[RT I, 04.02.2011, 1 - entry into force 05.04.2011]

(2) If the other party to a contract with standard terms is a consumer whose residence is in Estonia orin a Member State of the European Union and the contract was entered into as a result of a public offer,advertisement or other such activity in Estonia or the contract is essentially related to the territory of Estonia forany other reason, the provisions of this Division apply even if the place of business of the party supplying theterms or, if no place of business exists, the residence or seat of such party is not in Estonia, regardless of whichstate's law is applicable to the contract.

(3) If the parties to a contract with standard terms act for purposes relating to their economic or professionalactivities and their places of business related to the contract or the performance thereof are in Estonia, theprovisions of this Division apply to the contracts entered into between them regardless of which state’s law isapplicable to the contract.[RT I 2003, 78, 523 - entry into force 27.12.2003]

§ 37. Standard terms as part of contract

(1) Standard terms are part of a contract if the party supplying the standard terms clearly refers to them aspart of the contract before entering into the contract or while entering into the contract and the other party hasthe opportunity to examine their contents. Standard terms are also part of a contract if their existence could bepresumed from the manner in which the contract was entered into and the other party was given the opportunityto examine their contents.

(2) The parties may, taking into account the provisions of subsection (1) of this section, agree in advance thatstandard terms apply to certain types of contracts.

(3) Standard terms the contents, wording or presentation of which are so uncommon or unintelligible that theother party cannot, based on the principle of reasonableness, have expected them to be included in the contractor which the party cannot understand without considerable effort are not deemed to be part of the contract.

§ 38. Standard terms and individual agreement

If the content of a standard term contradicts a term individually agreed upon by the parties, the termindividually agreed upon applies.

§ 39. Interpretation of standard terms

(1) Standard terms shall be interpreted according to the meaning that reasonable persons of the same kind asthe other party would give to them in the same circumstances. In the case of doubt, standard terms shall beinterpreted to the detriment of the party supplying the standard terms.

(2) A standard term which is void shall not be interpreted such as to give it content by which the term is valid.If a term can be divided into several independent parts and one of them is void, the other parts remain valid.

§ 40. Conflicting standard terms

(1) If, upon entering into a contract, the parties each refer to their own standard terms, the contract is deemedto have been entered into under the terms which are not in conflict with each other. The provisions of lawconcerning the type of contract concerned apply in lieu of any conflicting terms.

(2) In the case of conflicting standard terms, the contract is not deemed to have been entered into if one partyhas explicitly indicated before the contract is entered into or without delay thereafter and not by way of thestandard terms that the party does not deem the contract to have been entered into. A party does not have thisright if the party has performed the contract in part or in full or has accepted performance by the other party.

§ 41. Validity of contract with standard terms

If a standard term is void or is deemed not to be part of the contract, the rest of the contract is valid unless theparty supplying the term proves that such the party would not have entered into the contract without the standardterm which is void or is deemed not to be part of the contract. The provisions of law concerning the type ofcontract concerned apply in lieu of such terms.[RT I 2003, 78, 523 - entry into force 27.12.2003]


§ 42. Invalidity of standard terms

(1) A standard term is void if, taking into account the nature, contents and manner of entry into the contract,the interests of the parties and other material circumstances, the term causes unfair harm to the other party,particularly if it causes a significant imbalance in the parties’ rights and obligations arising from the contractto the detriment of the other party. Unfair harm is presumed if a standard term derogates from a fundamentalprinciple of law or restricts the rights and obligations arising for the other party from the nature of the contractsuch that it becomes questionable as to whether the purpose of the contract can be achieved. Invalidity ofstandard terms and the circumstances relating thereto shall be assessed as at the date of entry into the contract.[RT I, 04.02.2011, 1 - entry into force 05.04.2011]

(2) A standard term is not deemed to be unfair if it relates to the main subject matter of the contract or to therelationship between the price and the value of the services or goods supplied in exchange or if the contents ofthe term is based on such legislation which must not be derogated from pursuant to an agreement between theparties.[RT I, 04.02.2011, 1 - entry into force 05.04.2011]

(3) In a contract where the other party is a consumer, a standard term is considered to be unfair if, in particular,the term: 1) precludes the liability arising from law of the party supplying the standard term or restricts such liability inthe case where the death of the other party or damage to the health of the other party is caused or in other caseswhere damage is caused intentionally or due to gross negligence; 2) precludes the use of legal remedies of the other party vis a visthe party supplying the terms, including theopportunity to set off claims, or unreasonably restricts the use thereof in the event of the party supplying theterms fails to perform the contractual obligation or performs it improperly, including delays the performance;[RT I, 04.02.2011, 1 - entry into force 05.04.2011] 3) precludes or unreasonably restricts the other party's right arising from law to refuse acceptance ofperformance of an obligation and to refuse performance of the party's obligations in the case of a mutualcontract, especially if the right to refuse is made subject to admittance of a deficiency by the party supplying theterm; 4) [repealed - RT I, 04.02.2011, 1 - entry into force 05.04.2011] 5) prescribes that the other party shall, in the event of non-performance of the party's obligations, pay anunreasonably high contractual penalty to the party supplying the term or an unreasonably high predeterminedamount of compensation for damage or other compensation, or the other party is deprived of the opportunity toprove the actual size of the damage; 6) restricts the obligation of the party supplying the term to perform obligations undertaken by a representativeof the party or makes performance of the obligations of such party subject to compliance with a particularformality on unreasonable grounds; 7) prescribes that a third party is liable for non-performance of the obligations of the party supplying the term; 8) precludes or restricts rights which the other party could exercise pursuant to law with regard to a third partyif the rights arising from the contract to the party supplying the term transfer to such third party; 9) prescribes an unreasonably short term for the other party to submit claims, including an unreasonably shortlimitation period for claims arising from the contract or law; 10) deprives the other party of the opportunity to protect the party’s rights in court or unreasonably hinderssuch opportunity from being exercised; 11) unreasonably restricts the other party’s right to use evidence or imposes on the party a burden of proofwhich, according to law, should lie with the party supplying the term; 12) prescribes that, in the event of a breach of the contract by the party supplying the term, the other party mayexercise the party’s legal remedies against the party supplying the term only if the other party has previouslyfiled a claim against a third party with a court; 13) prescribes that performance of the obligations of the party supplying the term is made subject to acircumstance the occurrence of which depends on the party’s will alone, at the same time as the other partyundertakes an obligation which is binding on the party regardless of such circumstance; 14) prescribes the right of the person supplying the term to alter the terms or conditions of the contractunilaterally for a reason or in a manner not provided by law or specified in the contract; 15) prescribes that the party supplying the term has the right to determine or increase the price of a movable orservice at the time of delivery of the movable or provision of the service without the other party having the rightto terminate the contract, except in cases where such terms are lawful terms for price indexation and expresslyprescribe the method of adjusting the price; 16) provides the party supplying the term with a unilateral right to deliver a movable without good reason orprovide a service with characteristics other than those agreed upon; 17) provides the party supplying the term with the right to unilaterally determine whether the movabledelivered or service supplied or the performance of any other obligation is in conformity with the terms andconditions of the contract; 18) provides the party supplying the term with the exclusive right to interpret the contract terms; 19) provides the party supplying the term with the right to unilaterally determine the term for the performanceof the party’s obligations or prescribes an unreasonably long or unspecified term for the performance of theobligations of the party supplying the term; 20) [repealed - RT I, 04.02.2011, 1 - entry into force 05.04.2011] 21) prescribes the obligation of the other party to make an unreasonably large advance payment before theparty supplying the term performs the obligations thereof; 22) provides the party supplying the term with the right to require security of unreasonably high value;


23) prescribes the obligation of the other party to accept goods or services which were not ordered in additionto the goods and services agreed upon; 24) prescribes the obligation of the other party to enter into another contract with the party supplying the termor a third party, unless entry into such other contract is reasonable taking into account the relationship betweensuch contract and the contract with standard terms; 25) provides the party supplying the term with the right to transfer the rights and obligations thereof arisingfrom the contract to a third party without the consent of the other party where this may serve to reduce thelikelihood of the contract being performed; 26) precludes or unreasonably restricts the right of the other party to assign claims; 27) prescribes that, at the end of the term of a contract for a specified term, the contract is automaticallyextended for a period exceeding one year without the other party making a corresponding request; 28) prescribes that a contract for a specified term is extended at the end of the term if the other party does notgive notice of the opinion of the party with regard to the extension of the contract at an unreasonably early timebefore the end of the term; 29) provides the party supplying the term with the right to terminate the contract without giving reasons for thetermination if the same right is not provided to the other party; 30) prescribes that, upon unilateral termination of the contract by the party supplying the term, the party mayrefuse to refund the sums paid by the other party for obligations which the party supplying the term has not yetperformed, or the party supplying the terms is permitted keep the money paid by the other party if the otherparty does not enter into or perform the contract, and if the other party is not prescribed as large a compensationin the event the supplier of the term does not enter into or perform the contract;[RT I, 04.02.2011, 1 - entry into force 05.04.2011] 31) prescribes an unreasonably long term of advance notice for the other party to terminate the contract; 32) prescribes an unreasonably short term of advance notice for the party supplying the term to terminate thecontract; 33) provides the party supplying the term with the right to terminate a contract entered into for an unspecifiedterm without good reason and without a reasonable period of advance notice; 34) [repealed - RT I, 04.02.2011, 1 - entry into force 05.04.2011] 35) prescribes that declarations of intent are to be made in a manner other than that provided by law and thiscauses harm to the other party, except where such specification applies to the format of the declaration of intentof the other party or unless it is prescribed that the party supplying the term may deem the address given theretoby the other party to be correct until the party supplying the term is notified of a new address; 36) enables the party supplying the term to make use of an unreasonably long or insufficiently determined termfor acceptance or refusal of an offer; 37) prescribes that, upon performance or non-performance of a particular act, a declaration of intent of a partyis deemed to have been made or not to have been made, unless the party supplying the term undertakes tospecifically notify the other party of the consequences of the other party’s conduct and gives the other party areasonable term for confirming the declaration of intent.

§ 43. Specifications concerning credit institutions

(1) The terms specified in clause 42 (3) 14) of this Act is not deemed to be unfair for the other party if a creditinstitution or other supplier of financial services reserves the right under the standard terms to alter, with goodreason and without advance notice, the rate of interest or other charge for financial services to be paid by theother party or to the other party, on the condition that the credit institution or other supplier of financial servicesis required to immediately inform the other party or other parties of such alteration and that the other partieshave the right to terminate the contract immediately.

(2) The terms specified in clause 42 (3) 14) of this Act is not deemed to cause unfair harm to the other party if acredit institution or other supplier of financial services reserves the right under the standard terms to unilaterallyalter the terms of a long-term contract without a good reason specified in the contract if alteration of the termsis not unfair with regard to the other party and if the credit institution or other supplier of financial servicesundertakes to give advance notice to the other party of any alteration of the terms and to grant the other party theright to terminate the contract immediately.

§ 44. Contracts relating to economic or professional activities

If a standard term specified in subsection 42 (3) of this Act is used in a contract where the other party to thecontract is a person who entered into the contract for the purposes of the economic or professional activities ofthe person, the term is presumed to be unfair.

§ 45. Requirement to terminate application of unfair standard terms

(1) A person or body provided by law may, pursuant to the procedure provided by law, require that a partysupplying an unfair standard term terminates application of the term and that the person recommendingapplication of the term terminates and withdraws such recommendation.


(2) The requirement specified in subsection (1) of this section may be filed, inter alia, by a non-profitassociation whose objectives as specified in the articles of association thereof include protection of the rightsof undertakings or persons engaged in professional activities and who is actually able to protect these interestsresulting from the organisation and financing of the activities thereof.

(21) The non-profit association specified in subsection (2) of this section may submit a claim for terminationof the use of the contract terms or practices concerning such term of payment, penalty for late payment orcompensation for collection costs or recommendation for the use thereof which, based on the circumstances, aregrossly unfair with regard to the obligee. Such claim may also be submitted in the case of an individually agreedterm.[RT I, 05.04.2013, 1 - entry into force 15.04.2013]

(3) The provisions of the second sentence in subsection 39 (1) of this Act shall not apply upon settlement of therequirement provided for in subsection (1) of this section.[RT I 2008, 59, 330 - entry into force 01.01.2009]

Division 3Off-premises Contract

[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

§ 46. Definition of off-premises contract


(1) An off-premises contract is a contract with is entered into: 1) when the trader and the consumer are simultaneously present in a place which is not the business premisesof the trader; 2) on the business premises of the trader or by means of distance communication immediately after the traderhas personally and individually addressed the consumer in the simultaneous presence of the consumer and thetrader in a place which is not the premises of the trader, or 3) during an excursion arranged by the trader with the aim of promoting and selling movables or offeringservices or other performance to the consumer.

(2) An off-premises contract is also deemed to be the contract for the entry into which the consumer has madean offer under the circumstances specified in clause (1) 1) of this section.

(3) For the purposes of subsection (1) of this section, business premises include the buildings on an immovableused both for the sale, provision of services as well as other performance where the trader carries out theactivities on a permanent basis, and an immovable or other space used both for sale, provision of services orother performance where the trader carries out the activities on a usual basis.

(4) The business premises of a person acting in the name or on behalf of a trader shall be considered as businesspremises of the trader.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]


(1) The provisions of this Divisions shall not apply to a contract in the case of which the payment made by aconsumer for the object of contract does not exceed 20 euros.

(2) The provisions of this Division do not also apply to contracts which are entered into: 1) for provision of social services; 2) for provision of health services; 3) for participation in gambling; 4) for provision of transport services for passengers; 5) for transfer or encumbering of an immovable or disposal of real rights relating to an immovable; 6) for construction of new buildings or substantial conversion of buildings; 7) for lease of dwellings; 8) by means of notarial authentication; 9) with regard to foodstuffs, beverages or other goods intended for everyday consumption which are deliveredduring frequent and regular tours of a trader to the residence, seat or workplace of the consumer; 10) by means of automatic vending machines or automated commercial premises; 11) with a provider of electronic communications services by means of a public telephone for the use thereof orfor the use of one single connection by telephone, Internet or fax established by a consumer.

(3) The right of withdrawal provided for in subsection 49 (1) of this Act shall not apply to contracts: 1) the object of which is the provision of a service or other continuous performance, if the contractualobligations of the trader are fully met and the provision of the service or other performance has begun with theconsumer's express prior consent and acknowledgement that the consumer will lose the right to withdraw uponperformance of the contract by the trader;


2) the object of which is the delivery of such goods, provision of services or other performance which price isdependent of fluctuations in the financial market which cannot be controlled by the trader and which may occurwithin the withdrawal period; 3) the object of which is the delivery of goods made to the consumer's specifications or clearly personalised; 4) the object of which is the delivery of the goods which deteriorate or expire rapidly; 5) the object of which is the delivery of such goods in sealed packaging which are not suitable for return due tohealth protection or hygiene reasons and were unsealed after delivery; 6) the object of which is the delivery of such goods which are, after delivery, according to their nature,inseparably mixed with other items; 7) the object of which is the delivery of such alcoholic beverages, the price of which has been agreed upon atthe time of the entry into the contract of sale, the delivery of which takes place after more than 30 days and theactual value of which is dependent on fluctuations in the market which cannot be controlled by the trader; 8) the object of which is the carrying out of urgent repairs or maintenance where the consumer has requested avisit from the trader for such purpose; 9) the object of which is the delivery of sealed audio or video recordings or computer software if the consumerhas opened the package; 10) the object of which is the delivery of newspapers, magazines or periodicals with the exception ofsubscription contracts for an indefinite period entered into for subscription for such publications; 11) which are entered into at auctions where the consumer is present or the consumer has been granted anopportunity to be present; 12) the object of which is provision of accommodation services, transportation of movables, use of motorvehicles, catering or services related to leisure activities if the trader undertakes to provide the services by aspecific date or during a certain term upon conclusion of the above specified contract; 13) the object of which is the delivery of such digital content which is not delivered on a tangible medium ifthe delivery thereof has begun with the consumer's prior express consent and the consumer's acknowledgementthat the consumer thereby loses the right of withdrawal.

(4) The exception provided for in clause (3) 8) of this section shall not extent to the contract which is enteredinto on the occasion of such visit in addition to those ordered by the consumer, inter aliato a contract by whichgoods are delivered other than replacement parts necessary for carrying out the maintenance or making therepairs.

(5) If an off-premises contract also conforms to the provisions concerning contracts entered into between otherconsumers and the trader, the provisions of this Division apply together with the specifications provided for suchother types of contract.

(6) If an off-premises contract is entered into in Estonia with a consumer whose residence is in Estonia or inanother member state of the European Union, the provisions of this Division apply regardless of which state'slaw applies to the contract.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

§ 48. Precontractual information to consumer


(1) Prior to entry into a contract or making a binding offer by a consumer for this purpose, a trader shall providethe consumer with the following information in a clear and comprehensible manner: 1) data which enable the identification of the trader, in particular the trader's business name; 2) the address of the registered office of the trader and, where available, the trader’s telephone number, faxnumber and e-mail address and, where relevant, the address of the registered office and identity of the trader onwhose behalf the trader is acting; 3) the address of the place of business of the trader where the consumer can address complaints, if differentfrom the address specified in accordance with clause 2) of this subsection; 4) the main characteristics of the object of contract to the extent appropriate to the object of contract and themanner of presentation of information; 5) in the case of digital content, the method of use thereof, the technical protective measures applied to it andcompatibility thereof with any hardware and software of which the trader is aware or should be aware; 6) the total price of the object of contract inclusive of taxes, or where the nature of the object of the contract issuch that the price cannot reasonably be calculated in advance, the manner in which the price is to be calculated,and all additional freight, postal, delivery or any other costs, if the consumer has to cover these costs or wherethose costs cannot reasonably be calculated in advance, information on that such additional costs may bepayable; 7) the charge for use of the means of distance communication used for entry into the contract, except in thecase such charge corresponds to the normal charge for the use of such means of distance communication; 8) when a consumer has to pay a sum of money as security or provide other financial security, the fact that thishas to be done at the request of the trader, and the terms and conditions of such security; 9) the arrangements for payment, delivery and execution of an order and the time by which the goods aredelivered, the service is provided or other acts are performed;


10) the minimum duration of the consumer's obligations under the contract, if it exists; 11) in the case of long-term contracts the duration of the contract, or if the contract is of indeterminate durationor is to be extended automatically, the conditions for terminating the contract; 12) where a right of withdrawal exists, the conditions, time limit and procedures for exercising that right inaccordance with subsection 49 (21) of this Act; 13) where a right of withdrawal exists, a standard form of application for withdrawal; 14) the fact that if the consumer withdraws from the contract, the consumer shall bear the costs of returning thegoods that constituted the object of the contract, if the consumer bears these costs; 15) the fact that if the consumer exercises the right to withdraw from the contract after submitting theapplication specified in subsection 481(2) of this Act, the consumer is obliged to compensate the trader forreasonable costs according to subsection 493(4) of this Act; 16) where a right of withdrawal is not prescribed according to subsection 47 (3) of this Act, the informationthat the consumer has no right of withdrawal or, if the consumer may lose the right of withdrawal, informationabout the circumstances under which the right of withdrawal will be lost; 17) upon offer of the maintenance service of the object of contract or customer service after the performance ofthe contract, the existence and the terms and conditions thereof; 18) a reminder that the consumer can rely, upon non-compliance of the object of contract with the terms andconditions of the contract, on the legal remedies provided by law; 19) upon grant of additional warranty in addition to the legal remedies provided by law, the existence andterms and conditions thereof; 20) the existence of a code of conduct observed by the trader, if the activities of the trader are based on it, andinformation on how to obtain a copy thereof; 21) the procedure for handling complaints implemented by the trader, if it exists; 22) the information on the possibilities of the consumer to have recourse to a body settling extra-judicialcomplaints and disputes and the terms and conditions of recourse.

(2) The information specified in subsection (1) of this section shall be presented to a consumer on paper, or, ifthe consumer agrees, on another durable medium. That information shall be legible and in plain and intelligiblelanguage.

(3) The information specified in clauses (1) 12), 14) and 15) of this section may be also provided to theconsumer in the model instructions on withdrawal. If the trader provides the consumer with the modelinstructions on withdrawal, that information shall be deemed submitted to the consumer. That information isdeemed submitted to the consumer only in the case the trader has properly completed the model instructions onwithdrawal from the contract.

(4) The model instructions on withdrawal from contract shall be established by a regulation of the ministerresponsible for the area.

(5) Where the consumer has explicitly requested the services of the trader for the purpose of carrying outrepairs or maintenance for which the trader and the consumer immediately perform their contractual obligationsand where the payment to be made by the consumer does not exceed 200 euros, the trader shall provide theconsumer only with the information provided for in clauses (1) 1), 2), 4), 12), 13) and 16) of this section and theinformation about the price or the manner in which the price is to be calculated together with an estimate of thetotal price. Where the consumer has explicitly granted a consent, the trader may provide the consumer with theinformation specified in clauses (1) 4), 12), 13) and 16) of this section in another manner than that provided forin the first sentence of subsection (2) of this section.

(6) In the case of the contract specified in clause 47 (3) 11) of this Act, the trader may replace the informationspecified in clauses (1) 1) to 3) of this section by the respective details for the auctioneer.

(7) In the case of a contract of indeterminate duration or a long-term contract the objects of which arecontinuing or recurring orders, the total price specified in clause (1) 6) of this section shall include the total costsper settlement period. Where such contracts are charged at a fixed rate, the total price shall also mean the totalmonthly costs. Where the total costs cannot be calculated in advance by reasonable efforts, the manner in whichthe price is to be calculated shall be provided.

(8) If the trader failed to inform the consumer of the obligation to pay the costs specified in clauses (1) 6) or 14)of this section, the consumer shall not bear these costs.

(9) The provisions on the obligation to provide precontractual information specified in subsection 14 (2) and §141of this Act shall not apply to preparations for entry into an off-premises contract.

(10) The trader shall prove compliance with the obligation to provide precontractual information provided for inthis section.

(11) The information provided as precontractual information shall form a part of the contract, unless the partieshave expressly agreed otherwise.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]


§ 481. Confirmation of information

(1) The trader shall provide the consumer with a copy of the signed contract or the confirmation of the contracton paper or, if the consumer agrees, on another durable medium, including, where the digital content is theobject of the contract, even the trader's confirmation that the consumer has granted a prior express consent andacknowledgement in accordance with clause 47 (3) 13) of this Act for commencement of delivery of the digitalcontent.

(2) Where the consumer wants the provision of services, other continuous performance or sale of water, gas,electricity or heating through a network to begin during the withdrawal period prescribed in § 49 of this Act, thetrader shall require that the consumer makes such an express request on a durable medium.

(3) Where the consumer has explicitly requested from the trader the entry into such a contract the object ofwhich is the carrying out of repairs or maintenance works, the trader and the consumer immediately performtheir contractual obligations and the payment to be made by the consumer does not exceed 200 euros, theconfirmation given pursuant to subsection (1) of this section shall contain the information provided for insubsection 48 (1) of this Act.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

§ 49. Right of withdrawal

(1) The consumer shall have a period of 14 days to withdraw from an off-premises contract without giving anyreason.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(11) In the case of a contract the object of which is the delivery of goods, the period specified in subsection(1) of this section shall commence as of the day when the consumer or a third person other than the carrier andindicated by the consumer acquires physical possession of the goods, or: 1) where several goods that are delivered separately have to be delivered to the consumer pursuant to thecontract, as of the day when the consumer or a third person other than the carrier and indicated by the consumeracquires physical possession of the goods; 2) where the goods have to be delivered to the consumer in multiple lots or pieces, as of the day when theconsumer or a third person other than the carrier and indicated by the consumer acquires the physical possessionof the last lot or piece; 3) in the case of a long-term contract the object of which is repeated delivery of goods during defined periodof time, as of the day when the consumer or a third person who is not a carrier and indicated by the consumeracquires physical possession of the first goods delivered.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(12) In the case of a contract the object of which is the provision of a service or other continuous performance,the period indicated in subsection (1) of this section shall commence as of the day of entry into the contract.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(13) In the case of sale of water, gas, electricity or heating through a network and in the case of digital contentwhich cannot be delivered on a tangible medium, the period specified in subsection (1) of this section shallcommence as of the day of entry into the contract.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(14) If the trader has violated the obligation to provide information specified in clause 48 (1) 12) of this Act, thewithdrawal period shall expire 12 months after the expiry of the withdrawal period determined in the mannerprovided for in subsections (11) to (13) of this section. If the trader delayed the provision of the informationon the right of withdrawal specified in the preceding sentence to the consumer but still provided it within 12months as of the day referred to in subsections (11) to (13) of this section, the withdrawal period shall expire 14days after the receipt of the information.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(2) The deadline for withdrawal from an off-premises contract shall be deemed to have been observed by theconsumer if the consumer has dispatched a notification concerning the withdrawal to the trader during thewithdrawal period.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(21) The consumer may withdraw from a contract by means of a standard form of application for withdrawal orby presenting another unequivocal application for withdrawal.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]


(22) The standard from of application for withdrawal shall be established by a regulation of the ministerresponsible for the area.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(23) If the consumer uses the website of the trader for sending the application for withdrawal, the trader shallimmediately send a confirmation to the consumer on a durable medium concerning the receipt of the applicationfor withdrawal.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(3) [Repealed - RT I 2003, 78, 523 - entry into force 27.12.2003]

(4) [Repealed - RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(5) The provisions of this section shall not apply if the off-premises contract is a consumer credit contract.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(6) The consumer shall prove withdrawal from the contract in compliance with the provisions of this section.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

§ 491. Withdrawal from consumer credit contract

[Repealed - RT I, 31.12.2013, 1 - entry into force 13.06.2014]

§ 492. Trader's obligations upon consumer's withdrawal

(1) Upon receipt of an application for withdrawal, the trader shall return to the consumer immediately but atthe latest after 14 days all the payments received from the consumer based on the contract, inter aliathe costs ofdelivery of the goods borne by the consumer.

(2) If the consumer has expressly opted for a type of delivery other than the least expensive type of standarddelivery offered by the trader, the trader shall not be required to reimburse the consumer for the costs whichexceed the costs relating to the type of standard delivery.

(3) The trader shall carry out the reimbursements specified in subsection (1) of this section using the samemeans of payment as was used by the consumer for making the payments, unless the consumer has expresslyagreed on the use of other means of payment and provided that the consumer does not incur any service chargesor other costs as a result of such reimbursement.

(4) If the object of contract is the delivery of goods, the trader may refuse to make the reimbursement specifiedin subsection (1) of this section on the basis of § 111 of this Act until the consumer has returned the goodsconstituting the object of contract to the trader or until the consumer has supplied evidence of having sent thegoods back. The trader shall not have the right specified in this section in the case the trader has agreed tocollect the goods constituting the object of contract.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

§ 493. Consumer's obligations upon withdrawal

(1) If goods were delivered to the consumer as an object of the contract, the consumer shall return the goodsto the trader immediately but at the latest after 14 days as of making an application for withdrawal or deliverthe goods to the trader or a person indicated by the trader. The consumer shall not have the obligation to returnthe goods specified in the first sentence of this subsection in the case the trader has agreed to collect the goods.The consumer shall be deemed to have performed the obligation to return the goods in due time if the consumerreturns the goods constituting the object of contract during the period specified in the first sentence of thissubsection.

(2) The consumer shall bear the direct costs relating to the return of the goods delivered to the consumer as theobject of contract, unless the parties have agreed otherwise. The consumer shall have no obligation to bear thecosts if the trader has failed to inform the consumer of the fact that the consumer has to bear these costs. Wheregoods have been delivered to the consumer's home at the time of entry into the contract and, by its nature, thegoods cannot be normally returned by post, the trader shall collect the goods at the trader's expense.

(3) In the case of any deterioration of the goods subject to return, the consumer is liable for the diminishedvalue of the goods only in the case the consumer used the goods in a manner other than what is necessary toestablish the nature, characteristics and functioning of the goods. In order to establish the nature, characteristicsand functioning of the goods, the consumer should only handle and use the goods in the same manner as theconsumer would customarily be allowed to do in a shop. The consumer shall not be liable for the diminishedvalue of the goods in the case the trader has failed to draw the attention of the consumer to the existence of theright of withdrawal according to clauses 48 (1) 12) and 13) of this Act.

(4) If the consumer exercises the right of withdrawal after submission of the application specified insubsection 481(2) of this Act, the consumer shall reimburse the trader for the value of what was delivered as the


performance of the contract in proportion to what was delivered up to the time when the consumer withdrewfrom the contract, taking into consideration the total volume of the contract. The value of what was delivered isdetermined on the basis of the price agreed in the contract. If the contract price is unreasonably high, the valueof what was delivered shall be calculated on the basis of the market value.

(5) In the case of a contract the object of which is the provision of a service, other continuous performance orsale of water, gas, electricity or heating through a network, the consumer is not obliged to reimburse the traderfor the value of what was delivered during the withdrawal period if: 1) the trader has failed to provide information to the consumer according to clauses 48 (1) 12), 13) or 15) ofthis Act; or 2) the consumer has not expressly applied for the commencement of the provision of a service, othercontinuous performance or sale of water, gas, electricity of heating through a network pursuant to subsection481(2) of this Act during the withdrawal period.

(6) In the case of the contract the object of which is the delivery of digital content, the consumer is not obligedto reimburse the trader for the value of such digital content delivered to the consumer during the withdrawalperiod which was not delivered on a tangible medium if: 1) the consumer has not given a prior express consent for the commencement of the delivery of the digitalcontent before the end of the 14-day period provided for in subsection 49 (1) of this Act; 2) the consumer has not acknowledged that the consumer loses the right of withdrawal when giving suchconsent; or 3) the trader has failed to provide confirmation specified in subsection 481(1) of this Act.

(7) The claims of the trader arising from withdrawal against the consumer are limited to that provided in thissection and subsection 492(2).

(8) Contract terms which impede the right of withdrawal from being exercised, in particular agreementspursuant to which withdrawal is bound to payment of earnest money or a contractual penalty, are void.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

§ 494. Effect of withdrawal to collateral contract

(1) If the consumer exercises the right of withdrawal provided for in § 49 of this Act with respect to an off-premises contract, the consumer shall be deemed to have withdrawn from the collateral contract linked to theoff-premises contract which the consumer has entered into with the trader or a third person on the basis of anagreement between the third person and the trader.

(2) If the consumer is deemed to have withdrawn from a collateral contract in the case specified in subsection(1) of this section, the trader or the third person may not require payment for other costs besides those providedfor in subsection 492(2) and § 493 of this Act.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

§ 495. Effect of withdrawal on consumer credit contract

(1) If an off-premises contract is a contract economically linked to a consumer credit contract for the purposesof § 414 of this Act, a consumer is deemed to have also withdrawn, in the case of withdrawal from an off-premises contract under the conditions provided for in § 49 of this Act, from the consumer credit contract andcollateral contracts linked thereto for the purposes of subsection 409 (32) of this Act.

(2) In the case specified in subsection (1) of this section, a consumer shall not be required to pay interest orother expenses in the case of withdrawal from a consumer credit contract. The provisions of §§ 188-192 of thisAct apply to other consequences of withdrawal.

(3) If credit is provided by a third party and the amount of the credit has already been paid to the trader, therights and obligations of the trader with regard to the consumer transfer to the creditor in the case of withdrawalby the consumer.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

§ 50. Prohibition on violation of provisions

A person or body provided by law may, pursuant to the procedure provided by law, require a trader who hasviolated the provisions of this Division to terminate such violation and refrain from future violations.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]


§ 51. Mandatory nature of provisions

Agreements which derogate from the provisions of this Division to the detriment of the consumer are void.

Division 4Distance Contracts


§ 52. Definition of distance contract

(1) A contract between the trader and the consumer is deemed to be a distance contract if:[RT I, 31.12.2013, 1 - entry into force 13.06.2014] 1) the contract is entered into under a marketing or service-provision scheme used for the entry into of suchcontracts;[RT I, 31.12.2013, 1 - entry into force 13.06.2014] 2) [repealed - RT I, 04.02.2011, 1 - entry into force 05.04.2011] 3) the trader and the consumer are not present simultaneously at the same time upon entry into the contract;and[RT I, 31.12.2013, 1 - entry into force 13.06.2014] 4) contracting parties' declarations of intention for entry into the contract, including consumer's declarationof intention to assume the contractual obligations (hereinafter order), shall be sent exclusively by means ofdistance communication.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(2) Any method which enables a consumer and a trader who are not in the same place at the same time toorganise the exchange of information necessary for negotiations and entry into a contract, in particular the useof telephone, radio, computer, facsimile or television or the delivery of addressed or unaddressed printed matter,including a catalogue or a standard letter, to a consumer, or press advertising with an order form, is deemed to beuse of a means of distance communication.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(3) A contract for the provision of investment services and services permissible for management companiesand for the conclusion of transactions permissible for credit institutions which complies with the conditionsprovided for in subsection (1) of this section, an insurance contract and the provision of a service on the basis ofa payment order is deemed to be a distance contract for the provision of financial services.[RT I 2004, 75, 522 - entry into force 10.11.2004]


(1) The provisions of this Division apply to a distance contract entered into with a consumer whose residenceis in Estonia or in a Member State of the European Union if the contract was entered into as a result of a publicoffer, advertisement or other such activity in Estonia or is essentially related to the territory of Estonia for anyother reason, regardless of which state's law applies to the contract.

(11) In the case of such contracts of financial services which comprise an initial financial service agreementfollowed by successive operations or operations of the same nature linked in time, the provisions of thisDivision shall apply only with regard to the initial contract. In case there is no initial financial service agreementbut successive operations or separate operations of the same nature linked in time are performed by the samecontractual parties, the requirements concerning provision of information to consumers provided for in §§541and 551of this Act apply only when the first operation is performed. Where, however, no operation of thesame nature is performed for more than one year, the next operation shall be deemed to be the first in a newseries of operations and, accordingly, the provisions of §§ 541and 551of this Act apply.[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(2) The provisions of this Division do not apply to contracts which are entered into: 1) for provision of social services; 2) for provision of health services; 3) for participation in gambling; 4) for provision of transport services for passengers; 5) for transfer or encumbering of an immovable with real rights or disposal of real rights relating to animmovable; 6) for construction of new buildings or substantial conversion of buildings; 7) for lease of dwellings; 8) by means of notarial authentication; 9) with regard to foodstuffs, beverages or other goods intended for everyday consumption which are deliveredduring frequent and regular tours of a trader to the residence, seat or workplace of the consumer; 10) by means of automatic vending machines or automated commercial premises; 11) with a provider of electronic communications services by means of a public telephone for the use thereof orfor the use of one single connection by telephone, Internet or fax established by a consumer.



(3) [Repealed - RT I, 31.12.2013, 1 - entry into force 13.06.2014]

(4) The right of withdrawal provided for in subsection 56

Documents

Law of Obligations Act · 2017. 3. 9. · Chapter 2 CONTRACT Division 1 General Provisions § 8. Definition of contract (1) A contract is a transaction between two or more persons